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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document


                                                                   EXHIBIT 10.21


                         EXCERPT FROM THE MINUTES OF A
                              FEBRUARY 9TH, 1998

#25- "It was moved by Juror Courville, seconded by Juror Ardoin, that the 
following resolution be offered for adoption:

                               RESOLUTION NO. 25

WHEREAS, by Ordinance 1997 #2 adopted July 14, 1997, St. Landry Parish 
("Franchising Authority") granted a cable television franchise (the "Franchise")
to Cablevision Industries of Louisiana Partnership ("Franchisee");

WHEREAS, TWI Cable, Inc., the ultimate parent entity of Franchisee, has 
negotiated an asset purchase agreement (the "Agreement") with Renaissance Media 
Holding LLC ("Holdings"), pursuant to which Franchise will transfer to 
Renaissance Media LLC, an affiliate of Holdings ("Renaissance"), substantially 
all of the assets of its cable television system serving the Franchise Authority
(the "System"), including its rights under the Franchise;

WHEREAS, Franchisee and Renaissance have filed a Form 394 (the "Transfer 

WHEREAS, the Franchise requires that Franchising Authority grant its consent to 
an assignment of the Franchise by Franchisee, which consent shall not be 
unreasonably withheld:

WHEREAS, Franchisee
 and Renaissance have requested that Franchising Authority 
consent to the assignment and transfer of the Franchise by Franchisee to 

WHEREAS Franchising Authority has reviewed the Transfer Application, examined 
the Legal, financial and technical qualifications of Renaissance, followed all 
required procedures to consider and act upon the Transfer Application, and 
considered the comments of all interested parties;

WHEREAS,  the Franchise is in full force and effect without default thereunder 
by Franchisee as of the date hereof in accordance with its terms and conditions 
as set forth therein, and Renaissance has agreed to comply with the Franchise
and applicable law from and after the completion of the transfer; and

WHEREAS, Renaissance will need to grant one or more security interests and/or 
liens in or upon the Franchise and the System from time to time on or after the 
closing date of the transfer in order to secure the present and future 
indebtedness of Renaissance, now,

THEREFORE, BE IT RESOLVED by the Parish of St. Landry, State of Louisiana, in 
regular session convened this 9th day of February, 1998, that:

     1.  Franchising Authority acknowledges that it has received a complete 
Transfer Application.

     2.  Franchising Authority does hereby consent to the transfer of the 
Franchise and all of Franchisee's rights, powers and privileges under the 
Franchise from Franchisee to Renaissance.

     3.  The foregoing consent to the transfer and assignment of the Franchise 
shall be effective upon the consummation of the transfer of the assets of the 
System by Franchisee to Renaissance, at which time Franchising Authority shall 
automatically release Franchisee and its predecessors from all obligations and 
liabilities under the Franchise that relate to periods from and after such date.
Notice of the date of 
                     Il faut resommencer a parler francais

such consummation shall be given to Franchising Authority.

     4. Franchising Authority hereby consents to a transfer of the Franchise or 
control related thereto to any entity controlling, controlled by or under common
control with Renaissance.

     5. Renaissance is authorized to pledge, mortgage, transfer in trust and
otherwise hypothecate the property and assets used or held for use in connection
with the ownership and operation of the System, including the Franchise, and the
parties owning or controlling Renaissance are authorized to pledge, mortgage,
transfer in trust and otherwise hypothecate their equity interest in Renaissance
as collateral security for such loans and financing (or for guarantees of such
loans and financing) as may be incurred or assumed by Renaissance from time to
time in connection with the ownership and operation of the System.

     6. Franchising Authority hereby confirms that, to its knowledge: (a) the
Franchise is currently in full force and effect and expires on July 14, 2012;
(b) Franchisee is correctly the valid holder and authorized grantee of the
Franchise; (c) Franchisee is in compliance in all material respects with the
Franchise; and (d) no event has occurred or exists that would constitute a
default under the Franchise or that would permit Franchising Authority to revoke
or terminate the Franchise. Subject to compliance with the terms of this
Resolution, all action necessary to approve the transfer of the Franchise to
Renaissance has been duly and validly taken.

Adopted by St. Landry Parish Police Jury, Louisiana, on this 9th day of 
February, 1998.


  /s/ Kathy Moreau                          /s/ Ronald Dugan
- ---------------------                      ------------------------------
Kathy Moreau, Secretary                        Ronald Dugan, President


I, Kathy Moreau, Secretary, St. Landry Parish Police Jury, do hereby certify the
above and foregoing to be a true and correct copy of excerpt of the minutes of a
meeting held by said body on Monday, February 9th, 1998 in Opelousas, Louisiana.


                                           /s/ Kathy Moreau
                                           Kathy Moreau, Secretary
                                           St. Landry Parish Police Jury

cc: Mr. Joseph R. Matte, General Manager, Time Warner
      Cable, P. O. Box 1047, Eunice, LA  70535